157 Technology Drive
Irvine; California 92618
- in the following called "NEOT"
Merck Eprova AG
Im Laternenacker 5
- in the following called "EPRO" -
Whereas NEOT develops new drugs for e.g. neurological diseases;
Whereas EPRO changed recently its company name from Eprova AG into Merck Eprova AG out of corporate
identity reasons and manufactures intermediates of drug substances or the drug substances itself (e.g. Neotrofin
Whereas NEOT has asked EPRO to manufacture certain substances (SUBSTANCES) as listed in attachment 1;
Whereas EPRO has fulfilled its obligations, NEOT has indicated that it has presently no use for these
SUBSTANCES and asks for a settlement of the payables in a reasonable manner;
Whereas EPRO is willing to help NEOT to restore financial stability and to find other possible uses for the
Therefore the parties agree as follows:
1) EPRO will remain the owner of all SUBSTANCES as mentioned in the four invoices as listed in attachment 2.
2) NEOT grants to EPRO the right of first refusal for the production of any further needs of the SUBSTANCES
as well as the related drug substances Neotrofin and AIT-034 for a duration of five (5) years after execution of
this agreement. EPRO agrees to negotiate the terms of the production of the SUBSTANCES in good faith.
3) EPRO will examine carefully all recommendations of NEOT to sell the SUBSTANCES to third parties.
EPRO will also try to find third parties interested in the SUBSTANCES.
4) NEOT will pay CHF 485'470 within ten (10) days after the execution of this agreement to the account of
EPRO as stated in attachment 3 for full and final payment of the invoices listed in attachment 2. The above-
mentioned sum has been combined from the following amounts:
INVOICE COMPOUND AMOUNT
1) D22094 Aminopropylpyrrolidinone